Hertz 2014 Annual Report Download - page 347

Notwithstanding the foregoing, a “Change in Control” for purposes of this Agreement shall not be deemed to occur if
the Company files for bankruptcy, liquidation or reorganization under the United States Bankruptcy Code.
3. Certification and Settlement of Performance Stock Units.
(a) Certification.
(i) As soon as administratively feasible in the calendar year after the end of the 2015 Performance Period, the
Committee shall certify, in writing, whether or not, the 2015 Performance Criteria has been achieved. The date on which the
Committee makes such certification is referred to herein as the “2015 Certification Date”.
(ii) As soon as administratively feasible in the calendar year after the end of the 2016 Performance Period, the
Committee shall certify, in writing, whether or not, the 2016 Performance Criteria has been achieved. The date on which the
Committee makes such certification is referred to herein as the “2016 Certification Date”.
(iii) As soon as administratively feasible in the calendar year after the end of the 2017 Performance Period, the
Committee shall certify, in writing, whether or not, the 2017 Performance Criteria has been achieved. The date on which the
Committee makes such certification is referred to herein as the “2017 Certification Date”.
(b) Settlement. Subject to the following sentence, not later than the 30th day following the date on which the lapse of the
Restriction Period occurs with respect to any Performance Stock Units, the Company shall issue to the Participant one share of
Common Stock underlying each Performance Stock Unit as to which the Restriction Period has lapsed. Notwithstanding the preceding
sentence, (i) if the Restriction Period applicable to any Performance Stock Units lapses as a result of a Change in Control that does not
qualify as a “change in the ownership or effective control” of the Company or “in the ownership of a substantial portion of the assets”
of the Company within the meaning of Section 409A of the Code, then the Company shall not settle such Performance Stock Units
until the 30th day following the earlier of (A) the Participant’s termination of employment and (B) the originally scheduled Vesting
Date of such Performance Stock Units, and (ii) no shares shall be issued in settlement of such Performance Stock Units until the date
on which the Company has filed all required reports under Section 13 or 15(d) of the Exchange Act. For the avoidance of doubt, the
preceding two sentences are subject to Section 8(g) of this Agreement and Section 11.9 of the Plan. Upon issuance, such shares of
Common Stock may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated in compliance with all applicable
law, this Agreement and any other agreement to which such shares are subject. The Participant’s settlement rights pursuant to this
Agreement shall be no greater than the right of any unsecured general creditor of the Company.
4. Forfeiture. Notwithstanding anything in the Plan or this Agreement to the contrary, if, during the Covered Period, the
Participant engages in Wrongful Conduct, then any Performance Stock Units for which the Restriction Period has not then lapsed shall
automatically terminate and be canceled effective as of the date on which the Participant first engaged in such Wrongful Conduct. If
the Participant engages in Wrongful Conduct or if the Participant’s employment is terminated for Cause, the Participant shall pay to the
Company in cash any Performance-Based Financial Gain the Participant realized from the lapse of the Restriction Period applicable to
all or a portion of the Performance Stock Units having a Vesting Date within the Wrongful Conduct Period. By entering into this
Agreement, the Participant hereby consents to and authorizes the
Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by Morningstar® Document Research℠
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